ArcelorMittal South Africa : AGM Minutes 2022

ARCELORMITTAL SOUTH AFRICA LIMITED

Incorporated in the Republic of South Africa

(Registration number 1989/002164/06)

("AMSA" or "the Company")

MINUTES OF THE VIRTUAL ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY HELD

ON AN INTERACTIVE ELECTRONIC PLATFORM HOSTED BY THE COMPUTERSHARE INVESTOR

SERVICES PROPRIETARY LIMITED ("COMPUTERSHARE") ON 19 MAY 2022 AT 09H00

Present:

Mr PM Makwana (Chairperson of the Board)

Attendees:

As per the attendance register (Annexure A)

1.	Constitution of the Meeting, Welcome & Apologies

1. A quorum of at least 3 members entitled to vote, being present and represented by proxies holding 1 264 587 396 (88.38%) of the total number of voting rights, and due notice of the meeting having been given, the meeting was declared duly constituted. The meeting was declared open at 09:00.
2. The number of shares in issue at date of the Annual General Meeting was 1 454 272 184. The number of treasury shares (excluded from voting) was 23 447 036. The total number of shares represented (including proxies) at the Annual General Meeting was 1 264 587 396. The proportion of total voteable shares represented at the Annual General Meeting was 88.38%.

2. Notice of the Meeting

2.1 The notice of the meeting was taken as read and noted.

3. Proceeding of Meeting - Voting by Virtual Platform

3.1 It was unanimously agreed that:

3.1.1 The meeting be assisted by a Computershare representative. A video tutorial was played prior to the commencement of the meeting and the shareholder user guide for the meeting platform had been distributed ahead of the meeting.

3.1.2

The virtual platform would be used for voting purposes and voting would be done by way of a poll with

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Mr Wynand Louw of Computershare acting as scrutineer.

4. Integrated Annual Report 2021

4.1 The integrated annual report which incorporated the report of the directors, the audit and risk committee report, the transformation, social and ethics committee report as well as the environmental, social and governance report ("ESG report") as well as the financial statements and the Chairperson's report for the year ended 31 December 2021, were presented at the meeting and taken as read.

5. Opening Statement

5.1 The Chairperson addressed the meeting and highlighted the following key issues relevant to the business affairs of the Company:

5.1.1 ▪ The Chairperson announced the end of his term as well as that of Ms Mnxasana as directors of the Board. In addition to them resigning as directors, Mr Makwana vacated his role as the Chairman of the Board and Ms Mnxasana vacated her role as the Chairperson of the Audit and Risk committee (ARC) as well as Chairperson of the Human Resources, Remuneration and Nominations committee (HRRN). Three directors, namely Prof Mohale, Mr Thebyane and Ms Earp would be recommended to the shareholders for appointment as directors of the Board. Subject to the approval of the election, Prof Mohale would serve as the Chairperson of the Board, Mr Thebyane would serve as the Chairperson of the HRRN committee, and Ms Earp would serve as the Chairperson of the ARC.

• It was important to recognise the changing landscape of the steel industry in order to secure the long-term sustainability of the Company. On the path to securing long-term sustainability, certain challenges had to be navigated, one of which being the influx of Chinese steel imports into South Africa. This prompted the Company to engage with Government on the challenges presented in this regard. Protection was provided by Government for hot rolled coil and the construction steel sectors. The Competition Commission was engaged on allegations of uncompetitive conduct and amicable agreements were reached. South Africa's requirement for a license to trade as presented by the Broad-Based Black Economic Empowerment (B-BBEE) Act brought about the B-BBEE transaction in which Likamva Resources acquired a 17% shareholding in the Company. This included the addition of a community-based trust, and employee share ownership scheme, which contributed to further enhancing the B-BBEE credentials.
• The Company faced operational challenges. Throughout these challenges, the Company reported significant losses. The executive team's efforts, led by the CEO Mr Verster, in steering the Company towards recovery were commended.
• In the 2021 financial year the Company recorded its strongest EBITDA since 2008 as well as a profit of ZAR 6.8 billion.
• A value plan had been introduced to ensure the long-term sustainability of the Company.

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1. The Chairperson of the Audit and Risk Committee addressed the meeting and highlighted the key issues as it related to page 7 of the 2021 Annual Financial Statements as well as page 48 of the 2021 Integrated Annual Report. She confirmed that the responsibilities of the Audit and Risk Committee were properly fulfilled. In addition, the Committee recommended the appointment of Ernst & Young (EY) as auditors for the ensuing year.
2. ▪ The Chairperson of the Transformation, Social and Ethics Committee (TSEC) addressed the meeting and highlighted the following key issues as it related to page 58 of the 2021 Integrated Annual Report. She pointed out that during the 2021 financial year the TSEC met three times and in addition to the Committee meetings, a B-BBEE workshop was held which was a joint sitting of the TSEC as well as the HRRN Committee. The meeting encompassed discussions with market leaders in transformation, and the actions that were agreed upon were implemented by management and monitored by the TSEC.
3. The Chief Executive Officer ("CEO") addressed the meeting and highlighted the following key issues:

5.4.1 ▪ The Company performed exceptionally well during the 2021 financial year. The results were supported by a continued high pricing environment, high sales volumes, as well as a robust price and cost effect. This had resulted in a revenue increase of 61%.

• The Company recorded the highest EBITDA and headline earnings since 2008.
• There had been an improvement in the balance sheet which enabled the company to reduce the net debt to ZAR 1.3 billion. The Company was able to reduce long-overdue payables by ZAR 2.7 billion.
• The business transformation program which was introduced approximately three years ago contributed a further ZAR 2.1 billion in improvements bringing the accumulative value to ZAR 5.6 billion. The program was converted to a multi-year value plan which had already commenced.
• The decarbonization roadmap had commenced and stakeholders would be informed of the more detailed plan later in 2022.

6. The Chairperson took questions from the participants relating to the reports that had been presented:

6.1 Shareholders raised questions regarding the following:

• Climate risks and climate commitments
• Stakeholder engagements
• Decarbonisation commitments

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•

The effect of Eskom's shortcomings

•

Emissions reductions

•

JSE Climate Change Disclosure Guidance

•

Incentive plans

•

Green iron/steel

•

Directors' qualifications

•

Dividends or share buy backs

•

Financial performance

•

Gas as a transition fuel

The detailed questions are set out in a separate document.

Responses to questions were provided. In addition, stakeholders were encouraged to address any

further questions to Mr Mohamed Adam, the general Counsel/GM Regulation.

Management articulated its commitment to further engaging with stakeholders on various developments

in the Company.

7.

Resolutions

7.1

Ordinary Resolution Number 1 - Appointment of auditors

RESOLVED, AS AN ORDINARY RESOLUTION, to appoint, on recommendation of the audit and risk

committee, Ernst & Young Incorporated (E&Y) as the independent registered auditor of the company, for

the ensuing year, for the period until the next AGM of the company.

Results of the ballot:

Votes Carried as a

Votes Against as a

percentage of the

Total Number of

percentage of the total

Votes Abstained at

total number of

Shares Voted (For

number of shares voted

the meeting

shares voted at the

+ Against)

at the meeting

meeting

For

Against

Abstain

(Number and %)

(Number and %)

Total Shares Voted

(Number and %)

1 239 125 140

24 444 209

1 263 569 349

869 894

98.07%

1.93%

88.31%

0.06%

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7.2

Ordinary Resolution Number 2.1 - Re-election of director (Ms LC Cele)

RESOLVED, AS AN ORDINARY RESOLUTION, to re-elect Ms LC Cele, who being eligible, offers

herself for re-election as a director of the company, subject to the provisions of the Memorandum of

Incorporation (MoI) of the company.

Results of the ballot:

Votes Carried as a

Votes Against as a

percentage of the

Total Number of

percentage of the total

Votes Abstained at

total number of

Shares Voted (For

number of shares voted

the meeting

shares voted at the

+ Against)

at the meeting

meeting

For

Against

Abstain

(Number and %)

(Number and %)

Total Shares Voted

(Number and %)

1 262 963 462

141 844

1 263 105 306

873 921

99.99%

0.01

88.28%

0.06%

7.3

Ordinary Resolution Number 2.2 - Re-election of director (Ms NP Gosa)

RESOLVED, AS AN ORDINARY RESOLUTION, to re-elect Ms NP Gosa, who being eligible, offers

herself for re-election as a director of the company, subject to the provisions of the Memorandum of

Incorporation (MoI) of the company.

Results of the ballot:

Votes Carried as a

Votes Against as a

percentage of the

Total Number of

percentage of the total

Votes Abstained at

total number of

Shares Voted (For

number of shares voted

the meeting

shares voted at the

+ Against)

at the meeting

meeting

For

Against

Abstain

(Number and %)

(Number and %)

Total Shares Voted

(Number and %)

1 262 386 986

713 595

1 263 100 581

878 646

99.94%

0.06%

88.28%

0.06%

7.4

Ordinary Resolution Number 3.1 - Election of director (Ms D Earp)

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